exv10w8






Exhibit 10.8




QuinStreet, Inc.




2010 Non-Employee Directors’ Stock Award Plan




Adopted by the Board of Directors: November 17, 2009

Approved by the Stockholders:                     , 2010




1. General.




     (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the
Non-Employee Directors of the Company.



     (b) Available Stock Awards. The Plan provides for the grant of Nonstatutory Stock Options and
Restricted Stock Unit Awards.



     (c) Purpose. The Company, by means of the Plan, seeks to retain the services of its
Non-Employee Directors, to secure and retain the services of new Non-Employee Directors and to
provide incentives for such persons to exert maximum efforts for the success of the Company and any
Affiliate by giving them an opportunity to benefit from increases in value of the Common Stock
through the granting of Stock Awards.



2. Administration.




     (a) Administration by Board. The Board shall administer the Plan unless and until the Board
delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).



     (b) Powers of Board. The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:



          (i) With respect to Stock Awards issues pursuant to Sections 5(a) and 5(b), to determine the
provisions of each Stock Award to the extent not specified in the Plan.




          (ii) With respect to Stock Awards issued pursuant to Section 5(d), to determine from time to
time (A) which of the persons eligible under the Plan shall be granted Stock Awards; (B) when and
how each Stock Award shall be granted; (C) what type or combination of types of Stock Awards shall
be granted; (D) the provisions of each Stock Award granted (which need not be identical), including
the time or times when a person shall be permitted to receive cash or Common Stock pursuant to a
Stock Award; (E) the number of shares of Common Stock with respect to which a Stock Award shall be
granted to each such person; and (F) the Fair Market Value applicable to a Stock Award.




          (iii) To construe and interpret the Plan and Stock Awards granted under it, and to establish,
amend and revoke rules and regulations for its administration. The Board, in the exercise of this
power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award
Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.




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          (iv) To effect, at any time and from time to time, with the consent of any adversely affected
Participant, (A) the reduction of the exercise price (or strike price) of any outstanding Option
under the Plan; (B) the cancellation of any outstanding Option under the Plan and the grant in
substitution therefor of (1) a new Option under the Plan or another equity plan of the Company
covering the same or a different number of shares of Common Stock, (2) a Restricted Stock Unit
Award, (3) cash and/or (4) other valuable consideration (as determined by the Board, in its sole
discretion); or (C) any other action that is treated as a repricing under generally accepted
accounting principles.




          (v) To amend the Plan or a Stock Award as provided in Section 11.




          (vi) To terminate or suspend the Plan as provided in Section 12.




          (vii) Generally, to exercise such powers and to perform such acts as the Board deems necessary
or expedient to promote the best interests of the Company and that are not in conflict with the
provisions of the Plan.




     (c) Delegation to Committee.



          (i) The Board may delegate some or all of the administration of the Plan to a Committee or
Committees. If administration of the Plan is delegated to a Committee, the Committee shall have,
in connection with the administration of the Plan, the powers theretofore possessed by the Board
that have been delegated to the Committee, including the power to delegate to a subcommittee of the
Committee any of the administrative powers the Committee is authorized to exercise (and references
in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however,
to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time
to time by the Board. The Board may retain the authority to concurrently administer the Plan with
the Committee and may, at any time, revest in the Board some or all of the powers previously
delegated.




          (ii) Rule 16b-3 Compliance. The Committee may consist solely of two or more Non-Employee
Directors, in accordance with Rule 16b-3.




     (d) Effect of Board’s Decision. All determinations, interpretations and constructions made by
the Board in good faith shall not be subject to review by any person and shall be final, binding
and conclusive on all persons.



3. Shares Subject to the Plan.




     (a) Share Reserve. Subject to Section 10(a) relating to Capitalization Adjustments, the
aggregate number of shares of Common Stock of the Company that may be issued pursuant to Stock
Awards after the Effective Date shall not exceed three hundred thousand (300,000) shares, plus an
annual increase to be added on July 1st of each year for a period of nine years commencing on July
1, 2010 and ending on (and including) July 1, 2019, in an amount equal to the sum of (i) two
hundred thousand (200,000) shares; plus (ii) the aggregate number of shares of Common Stock subject
to Stock Awards granted pursuant to Section 5 of Plan during the immediately preceding fiscal year.
Notwithstanding the foregoing, the Board may act prior to the first day of any fiscal year, to
provide that there shall be no increase in the share reserve for



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such fiscal year or that the increase in the share reserve for such fiscal year shall be a
lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding
sentence. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares
of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not
limit the granting of Stock Awards except as provided in Section 8(a). Shares may be issued in
connection with a merger or acquisition as permitted by, as applicable, NASDAQ Marketplace
Rule 4350(i)(1)(A)(iii), NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711
or other applicable stock exchange rules, and such issuance shall not reduce the number of shares
available for issuance under the Plan. Furthermore, if a Stock Award or any portion thereof (i)
expires or otherwise terminates without all of the shares covered by such Stock Award having been
issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such
expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares
Common Stock that may be available for issuance under the Plan.



     (b) Reversion of Shares to the Share Reserve. If any shares of Common Stock issued pursuant
to a Stock Award are forfeited back to the Company because of the failure to meet a contingency or
condition required to vest such shares in the Participant, then the shares that are forfeited shall
revert to and again become available for issuance under the Plan. Any shares reacquired by the
Company pursuant to Section 9(e) or as consideration for the exercise of a Stock Award shall again
become available for issuance under the Plan.



     (c) Source of Shares. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the Company on the open market
or otherwise.



4. Eligibility.




     The Initial and Annual Grants as set forth in Sections 5(a) and 5(b) automatically shall be
granted under the Plan to all Non-Employee Directors who meet the specified criteria. Stock Awards
may also be granted to Non-Employee Directors as discretionary grants as set forth in Section 5(d).



5. Non-Discretionary and Discretionary Grants.




     (a) Initial Grants. Without any further action of the Board, each person who after the IPO
Date is elected or appointed for the first time to be a Non-Employee Director automatically shall,
upon the date of his or her initial election or appointment to be a Non-Employee Director, be
granted an Option (the “Initial Grant”) to purchase [                    ] shares of Common Stock on the
terms and conditions set forth herein.



     (b) Annual Grants. Without any further action of the Board, on the date of each Annual
Meeting, commencing with the first Annual Meeting following the IPO Date, each person who is then a
Non-Employee Director automatically shall be granted an Option (the “Annual Grant”) to purchase
[                    ] shares of Common Stock on the terms and conditions set forth herein; provided,
however, that the number of shares subject to such Annual Grant shall be reduced on a pro rata
basis for each full month that the recipient thereof did not serve as a member of the Board during
the 12 month period prior to the date of grant.



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     (c) Determination of Initial and Annual Grants. The Board may, at any time, provide for
Initial and Annual Grants covering a number of shares of Common Stock different than those numbers
designated in Sections 5(a) and 5(b), respectively, and may provide that some or all of such grants
may instead be in the form of Restricted Stock Unit Awards described in Section 7. If the Board
does not make such a determination, all Initial and Annual Grants shall be for the number of shares
of Common Stock designated in Section 5(a) and 5(b), respectively and in the form of Options
described in Section 6.



     (d) Discretionary Grants. In addition to non-discretionary grants pursuant to Sections 5(a)
and 5(b), the Board, in its sole discretion, may grant Stock Awards to one or more Non-Employee
Directors in such numbers and subject to such other provisions as it shall determine. The numbers
and other provisions of such Stock Awards need not be identical.



6. Option Provisions.




     Each Option shall be in such form and shall contain such terms and conditions as required by
the Plan. Each Option shall contain such additional terms and conditions, not inconsistent with
the Plan, as the Board shall deem appropriate. Each Option shall include (through incorporation of
provisions hereof by reference in the Option or otherwise) the substance of each of the following
provisions:



     (a) Term. No Option shall be exercisable after the expiration of ten (10) years from the
date of its grant or such shorter period specified in the applicable Option Agreement.



     (b) Exercise Price. The exercise price of each Option shall be one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted.



     (c) Purchase Price. The purchase price of Common Stock acquired pursuant to the exercise of
an Option shall be paid, to the extent permitted by applicable law, by any combination of the
following methods of payment:



          (i) by cash, check, bank draft or money order payable to the Company;




          (ii) to the extent permitted by law, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the
Option, results in either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from the sales
proceeds;




          (iii) by delivery to the Company (either by actual delivery or attestation) of shares of
Common Stock; or




          (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of
shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair
Market Value that does not exceed the aggregate exercise price; provided, however, that the Company
shall accept a cash or other payment from the Participant to the extent of any remaining balance of
the aggregate exercise price not satisfied by such



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reduction in the number of whole shares to be issued; provided, further, that shares of Common
Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent
that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net
exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares
are withheld to satisfy tax withholding obligations.




     (d) Transferability. An Option shall not be transferable except by will or by the laws of
descent and distribution and to such further extent as permitted by the Rule as to Use of Form S-8
specified in the General Instructions of the Form S-8 Registration Statement under the Securities
Act, and shall be exercisable during the lifetime of the Participant only by the Participant.
Notwithstanding the foregoing, the Participant may, by delivering written notice to the Company, in
a form satisfactory to the Company, designate a third party who, in the event of the death of the
Participant, shall thereafter be entitled to exercise the Option.



     (e) Vesting Generally. Options shall vest as follows:



          (i) Initial Grant. The Initial Grant shall vest in a series of thirty-six (36) successive
equal monthly installments during the Participant’s Continuous Service over the three (3)-year
period measured from the date of grant.




          (ii) Annual Grant. The Annual Grant shall vest in a series of twelve (12) successive equal
monthly installments during the Participant’s Continuous Service over the one (1)-year period
measured from the date of grant; provided, however that if the date of the next Annual Meeting
following the date of grant occurs prior to such one (1)-year period, any unvested portion of the
Annual Grant shall become fully vested and exercisable immediately prior to the date of such Annual
Meeting.




          (iii) Discretionary Grant. At the time of grant of an Option pursuant to Section 5(d), the
Board may impose such restrictions or conditions to the vesting of the Options as it, in its sole
discretion, deems appropriate.




     (f) Termination of Continuous Service. In the event that a Participant’s Continuous Service
terminates (other than upon the Participant’s death or Disability), the Participant may exercise
his or her Option but only within such period of time ending on the earlier of (i) the date six (6)
months following the termination of the Participant’s Continuous Service (or such longer or shorter
period specified in the applicable Option Agreement, which period shall not be less than 30 days),
or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after
termination of Continuous Service, the Participant does not exercise his or her Option within the
time specified herein or in the Option Agreement (as applicable), the Option shall terminate.



     (g) Extension of Termination Date. In the event that the exercise of an Option following the
termination of the Participant’s Continuous Service (other than upon the Participant’s death or
Disability) would be prohibited at any time solely because the issuance of shares of Common Stock
would violate the registration requirements under the Securities Act, then the Option shall
terminate on the earlier of (i) the expiration of a total period of six (6) months (that need not
be consecutive) after the termination of the Participant’s Continuous



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Service during which the exercise of the Option would not be in violation of such registration
requirements, or (ii) the expiration of the term of the Option as set forth in the applicable
Option Agreement. In addition, unless otherwise provided in a Participant’s Option Agreement, if
the sale of any Common Stock received upon exercise of an Option following the termination of the
Participant’s Continuous Service would violate the Company’s insider trading policy, then the
Option shall terminate on the earlier of (i) the expiration of a period equal to the applicable
post-termination exercise period after the termination of the Participant’s Continuous Service
during which the exercise of the Option would not be in violation of the Company’s insider trading
policy, or (ii) the expiration of the term of the Option as set forth in the applicable Option
Agreement.



     (h) Disability of Participant. In the event that a Participant’s Continuous Service
terminates as a result of the Participant’s Disability, the Participant may exercise his or her
Option (to the extent that the Participant was entitled to exercise such Option as of the date of
termination of Continuous Service), but only within such period of time ending on the earlier of
(i) the date twelve (12) months following such termination of Continuous Service or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If, after termination
of Continuous Service, the Participant does not exercise his or her Option within the time
specified herein or in the Option Agreement (as applicable), the Option shall terminate.



     (i) Death of Participant. In the event that (i) a Participant’s Continuous Service terminates
as a result of the Participant’s death, or (ii) the Participant dies within the six (6) month
period after the termination of the Participant’s Continuous Service for a reason other than death,
then the Option may be exercised (to the extent the Participant was entitled to exercise such
Option as of the date of death) by the Participant’s estate, by a person who acquired the right to
exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon
the Participant’s death, but only within the period ending on the earlier of (i) the date
eighteen (18) months following the date of death, or (ii) the expiration of the term of such Option
as set forth in the Option Agreement. If, after the Participant’s death, the Option is not
exercised within the time specified herein, the Option shall terminate.



7. Provisions of Restricted Stock Unit Awards. 




     Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock
Unit Award Agreements may change from time to time, and the terms and conditions of separate
Restricted Stock Unit Award Agreements need not be identical; provided, however, that each
Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions
hereof by reference in the Agreement or otherwise) the substance of each of the following
provisions:



          (i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will
determine the consideration, if any, to be paid by the Participant upon delivery of each share of
Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid
in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and
permissible under applicable law.




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          (ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose
such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its
sole discretion, deems appropriate.




          (iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of
Common Stock, their cash equivalent, any combination thereof or in any other form of consideration,
as determined by the Board and contained in the Restricted Stock Unit Award Agreement.




          (iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the
Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery
of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award
to a time after the vesting of such Restricted Stock Unit Award.




          (v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common
Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the
Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend
equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board. Any additional shares covered by the
Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all
of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which
they relate.




          (vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the
applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award
that has not vested will be forfeited upon the Participant’s termination of Continuous Service.




8. Covenants of the Company.




     (a) Availability of Shares. During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of Common Stock reasonably required to satisfy such
Stock Awards.



     (b) Securities Law Compliance. The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to grant
Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;
provided, however, that this undertaking shall not require the Company to register under the
Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority that counsel for the Company deems necessary for the
lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and
until such authority is obtained. A Participant shall not be eligible for the grant of a Stock
Award or the subsequent issuance of Common Stock pursuant to the Stock Award if such grant or
issuance would be in violation of any applicable securities law.



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     (c) No Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation
to any Participant to advise such holder as to the time or manner of exercising such Stock Award.
Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder
of a pending termination or expiration of a Stock Award or a possible period in which the Stock
Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences
of a Stock Award to the holder of such Stock Award.



9. Miscellaneous.




     (a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common
Stock pursuant to Stock Awards shall constitute general funds of the Company.



     (b) Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award
unless and until (i) such Participant has satisfied all requirements for exercise of the Stock
Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to
such Stock Award has been entered into the books and records of the Company.



     (c) No Service Rights. Nothing in the Plan, any instrument executed, or Stock Award granted
pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an
Affiliate as a Non-Employee Director or shall affect the right of the Company or an Affiliate to
terminate the service of a Director pursuant to the Bylaws of the Company or an Affliate, and any
applicable provisions of the corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be.



     (d) Investment Assurances. The Company may require a Participant, as a condition of
exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances
satisfactory to the Company as to the Participant’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably satisfactory to the Company
who is knowledgeable and experienced in financial and business matters and that he or she is
capable of evaluating, alone or together with the purchaser representative, the merits and risks of
exercising the Stock Award, if applicable; and (ii) to give written assurances satisfactory to the
Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the
Participant’s own account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or
acquisition of Common Stock under the Stock Award has been registered under a then currently
effective registration statement under the Securities Act, or (B) as to any particular requirement,
a determination is made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon advice of counsel
to the Company, place legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws, including, but not
limited to, legends restricting the transfer of the Common Stock.



     (e) Withholding Obligations. The Participant may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of Common Stock under a Stock



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Award by any of the following means (in addition to the Company’s right to withhold from any
compensation paid to the Participant by the Company) or by a combination of such means: (i)
tendering a cash payment; (ii) authorizing the Company to withhold shares from the shares of Common
Stock issued or otherwise issuable to the Participant as a result of the exercise or acquisition of
Common Stock under the Stock Award; provided, however, that no shares of Common Stock are withheld
with a value exceeding the minimum amount of tax required to be withheld by law (or such lower
amount as may be necessary to avoid classification of the Stock Award as a liability for financial
accounting purposes); (iii) authorizing the Company to withhold payment from any amounts otherwise
payable to the Participant; or (iv) by such other method as may be set forth in the Stock Award
Agreement.



     (f) Electronic Delivery. Any reference herein to a “written” agreement or document shall
include any agreement or document delivered electronically or posted on the Company’s intranet.



10. Adjustments upon Changes in Common Stock; Other Corporate Events.




     (a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall
appropriately and proportionately adjust: (i) the class(es) and maximum number of securities
subject to the Plan pursuant to Section 3(a), (ii) the class(es) and number of securities for which
the nondiscretionary grants of Stock Awards are made pursuant to Section 5, and (iv) the class(es)
and number of securities and price per share of stock subject to outstanding Stock Awards. The
Board shall make such adjustments, and its determination shall be final, binding and conclusive.



     (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company,
all outstanding Stock Awards shall terminate immediately prior to the completion of such
dissolution or liquidation.



     (c) Corporate Transaction. In the event of a Corporate Transaction, then, notwithstanding any
other provision of the Plan, the Board shall take one or more of the following actions with respect
to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:



          (i) arrange for the surviving corporation or acquiring corporation (or the surviving or
acquiring corporation’s parent company) to assume or continue the Stock Award or to substitute a
similar stock sward for the Stock Award (including, but not limited to, an award to acquire the
same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);




          (ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company
in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or
acquiring corporation (or the surviving or acquiring corporation’s parent company);




          (iii) accelerate the vesting of the Stock Award (and, if applicable, the time at which the
Stock Award may be exercised) to a date prior to the effective time of such Corporate Transaction
as the Board shall determine (or, if the Board shall not determine such a date, to the



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date that is five (5) days prior to the effective date of the Corporate Transaction), with
such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of
the Corporate Transaction;




          (iv) arrange for the lapse of any reacquisition or repurchase rights held by the Company with
respect to the Stock Award;




          (v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not
exercised prior to the effective time of the Corporate Transaction, in exchange for such cash
consideration, if any, as the Board, in its sole discretion, may consider appropriate; and




          (vi) make a payment, in such form as may be determined by the Board equal to the excess, if
any, of (A) the value of the property the Participant would have received upon the exercise of the
Stock Award, over (B) any exercise price payable by such holder in connection with such exercise.



The Board need not take the same action or actions with respect to all Stock Awards or portions
thereof or with respect to all Participants.




     (d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and
exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement
for such Stock Award or as may be provided in any other written agreement between the Company or
any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall
occur.



11. Amendment of the Plan and Stock Awards.




     (a) Amendment of Plan. Subject to the limitations, if any, of applicable law, the Board, at
any time and from time to time, may amend the Plan. However, except as provided in Section 10(a)
relating to Capitalization Adjustments, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable
law.



     (b) Stockholder Approval. The Board, in its sole discretion, may submit any other amendment
to the Plan for stockholder approval.



     (c) No Impairment of Rights. Rights under any Stock Award granted before amendment of the
Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent
of the affected Participant, and (ii) such Participant consents in writing.



     (d) Amendment of Stock Awards. The Board, at any time and from time to time, may amend the
terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award
shall not be impaired by any such amendment unless (i) the Company requests the consent of the
Participant, and (ii) the Participant consents in writing.



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12. Termination or Suspension of the Plan 




     (a) Plan Term. The Board may suspend or terminate the Plan at any time. No Stock Awards may
be granted under the Plan while the Plan is suspended or after it is terminated.



     (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights
and obligations under any Stock Award granted while the Plan is in effect except with the written
consent of the Participant.



13. Effective Date of Plan.




     The Plan shall become effective on the IPO Date, but no Stock Award shall be exercised unless
and until the Plan has been approved by the stockholders of the Company, which approval shall be
within twelve (12) months before or after the date the Plan is adopted by the Board.



14. Choice of Law.



The law of the state of California shall govern all questions concerning the construction, validity
and interpretation of this Plan, without regard to that state’s conflict of laws rules.



15. Definitions. As used in the Plan, the following definitions shall apply to the
capitalized terms indicated below:




     (a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the
Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the
authority to determine the time or times at which “parent” or “subsidiary” status is determined
within the foregoing definition.



     (b) “Annual Grant” means an Option granted annually to all Non-Employee Directors who meet the
specified criteria pursuant to Section 5(b).



     (c) “Annual Meeting” means the first annual meeting of the stockholders of the Company held
each fiscal year at which the Directors are selected.



     (d) “Board” means the Board of Directors of the Company.



     (e) “Capitalization Adjustment” means any change that is made in, or other events that occur
with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the
Effective Date without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than
cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or any similar equity restructuring transaction,
as that term is used in Statement of Financial Accounting Standards No. 123 (revised).
Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall
not be treated as a Capitalization Adjustment.



     (f) “Change in Control” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:



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          (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the combined voting power of the Company’s
then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of
the acquisition of securities of the Company directly from the Company, (B) on account of the
acquisition of securities of the Company by an investor, any affiliate thereof or any other
Exchange Act Person that acquires the Company’s securities in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the
issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange
Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting securities by the
Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the
Company, and after such share acquisition, the Subject Person becomes the Owner of any additional
voting securities that, assuming the repurchase or other acquisition had not occurred, increases
the percentage of the then outstanding voting securities Owned by the Subject Person over the
designated percentage threshold, then a Change in Control shall be deemed to occur;




          (ii) there is consummated a merger, consolidation or similar transaction involving (directly
or indirectly) the Company and, immediately after the consummation of such merger, consolidation or
similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly
or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%)
of the combined outstanding voting power of the surviving Entity in such merger, consolidation or
similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power
of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each
case in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such transaction;




          (iii) the stockholders of the Company approve or the Board approves a plan of complete
dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company
shall otherwise occur, except for a liquidation into a parent corporation;




          (iv) there is consummated a sale, lease, exclusive license or other disposition of all or
substantially all of the consolidated assets of the Company and its Subsidiaries, other than a
sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting
power of the voting securities of which are Owned by stockholders of the Company in substantially
the same proportions as their Ownership of the outstanding voting securities of the Company
immediately prior to such sale, lease, license or other disposition; or




          (v) individuals who, on the date the Plan is adopted by the Board, are members of the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of
the Board; provided, however, that if the appointment or election (or nomination for election) of
any new Board member was approved or recommended by a majority



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vote of the members of the Incumbent Board then still in office, such new member shall, for
purposes of this Plan, be considered as a member of the Incumbent Board.




     Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in
Control shall not include a sale of assets, merger or other transaction effected exclusively for
the purpose of changing the domicile of the Company, and (B) the definition of Change in Control
(or any analogous term) in an individual written agreement between the Company or any Affiliate and
the Participant shall supersede the foregoing definition with respect to Stock Awards subject to
such agreement; provided, however, that if no definition of Change in Control or any analogous term
is set forth in such an individual written agreement, the foregoing definition shall apply.



     In the event that a Change in Control affects any Stock Award that is deferred, then “Change
in Control” shall conform to the definition of Change of Control under Section 409A of the Code, as
amended, and the Treasury Department or Internal Revenue Service Regulations or Guidance issued
thereunder.



     (g) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable
regulations and guidance thereunder.



     (h) Committee” means a committee of one or more Directors to whom authority has been delegated
by the Board in accordance with Section 2(c).



     (i) “Common Stock” means the common stock of the Company.



     (j) “Company” means QuinStreet, Inc., a Delaware corporation.



     (k) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or
an Affiliate to render consulting or advisory services and is compensated for such services, or
(ii) serving as a member of the board of directors of an Affiliate and is compensated for such
services. However, service solely as a Director, or payment of a fee for such service, shall not
cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the
foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration
Statement under the Securities Act is available to register either the offer or the sale of the
Company’s securities to such person.



     (l) “Continuous Service” means that the Participant’s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A
change in the capacity in which the Participant renders service to the Company or an Affiliate as
an Employee, Consultant or Director or a change in the entity for which the Participant renders
such service, provided that there is no interruption or termination of the Participant’s service
with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service; provided,
however, if the Entity for which a Participant is rendering services ceases to qualify as an
Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous
Service shall be considered to have terminated on the date such Entity ceases to qualify as an
Affiliate. To the extent permitted by law, the Board, in that party’s sole discretion, may
determine whether Continuous Service shall be considered interrupted in the case of (i) any leave



13









 







of absence approved by the Board, including sick leave, military leave or any other personal
leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding
the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in
a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in
the written terms of any leave of absence agreement or policy applicable to the Participant, or as
otherwise required by law.



     (m) “Corporate Transaction” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:



          (i) the consummation of a sale or other disposition of all or substantially all, as determined
by the Board, in its sole discretion, of the consolidated assets of the Company and its
Subsidiaries;




          (ii) the consummation of a sale or other disposition of at least ninety percent (90%) of the
outstanding securities of the Company;




          (iii) the consummation of a merger, consolidation or similar transaction following which the
Company is not the surviving corporation; or




          (iv) the consummation of a merger, consolidation or similar transaction following which the
Company is the surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of
the merger, consolidation or similar transaction into other property, whether in the form of
securities, cash or otherwise.




     (n) “Director” means a member of the Board.



     (o) “Disability” means, with respect to a Participant, the inability of such Participant to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months, as provided in Sections
22(e)(3) and 409A(a)(2)(c)(i) of the Code.



     (p) “Effective Date” means the effective date of this Plan document, as set forth in Section
13.



     (q) “Employee” means any person employed by the Company or an Affiliate. However, service
solely as a Director, or payment of a fee for such services, shall not cause a Director to be
considered an “Employee” for purposes of the Plan.



     (r) “Entity” means a corporation, partnership, limited liability company or other entity.



     (s) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.



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     (t) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include
(i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or
any Subsidiary of the Company or any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter
temporarily holding securities pursuant to a registered public offering of such securities, (iv) an
Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or
“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the
Effective Date, is the Owner, directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the combined voting power of the Company’s then outstanding
securities.



     (u) “Fair Market Value” means, as of any date, the value of the Common Stock determined as
follows:



          (i) If the Common Stock is listed on any established stock exchange or traded on any
established market, the Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock as quoted on such exchange or market (or the exchange or market with the
greatest volume of trading in the Common Stock) on the date of determination, as reported in a
source the Board deems reliable.




          (ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common
Stock on the date of determination, then the Fair Market Value shall be the closing selling price
on the last preceding date for which such quotation exists.




          (iii) In the absence of such markets for the Common Stock, the Fair Market Value shall be
determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of
the Code.




     (v) “Initial Grant” means an Option granted to a Non-Employee Director who meets the specified
criteria pursuant to Section 5(a).



     (w) “IPO Date” means the date of the underwriting agreement between the Company and the
underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the
Common Stock is priced for the initial public offering.



     (x) “Non-Employee Director” means a Director who is not an Employee.



     (y) “Nonstatutory Stock Option” means an Option not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.



     (z) “Officer” means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act.



     (aa) “Option” means a Nonstatutory Stock Option to purchase shares of Common Stock granted
pursuant to Section 6 of the Plan.



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     (bb) “Option Agreement” means a written agreement between the Company and a Participant
evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be
subject to the terms and conditions of the Plan.



     (cc) “Own,” “Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to
have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or
Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares voting power, which includes the power to vote or to direct the voting,
with respect to such securities.



     (dd) “Participant” means a Non-Employee Director to whom a Stock Award is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Stock Award.



     (ee) “Plan” means this QuinStreet, Inc. 2010 Non-Employee Directors’ Stock Award Plan.



     (ff) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is
granted pursuant to the terms and conditions of Section 7.



     (gg) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and
a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock
Unit Award grant. Each Restricted Stock Unit Award Agreement shall be subject to the terms and
conditions of the Plan.



     (hh) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule
16b-3, as in effect from time to time.



     (ii) “Securities Act” means the Securities Act of 1933, as amended.



     (jj) “Stock Award” means the right to receive Common Stock granted under the Plan, pursuant to
a Nonstatutory Stock Option or a Restricted Stock Unit Award.



     (kk) “Stock Award Agreement” means a written agreement between the Company and a Participant
evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be
subject to the terms and conditions of the Plan.



     (ll) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than
fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether, at the time, stock
of any other class or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company,
and (ii) any partnership, limited liability company or other entity in which the Company has a
direct or indirect interest (whether in the form of voting or participation in profits or capital
contribution) of more than fifty percent (50%).




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